Exhibit 7
▇▇▇▇▇▇▇ International Limited
P.O. Box N-4777
Nassau, The Bahamas
August 10, 2004
Caledonia Investments PLC Cement Merchants SA
▇▇▇▇▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Jonaboda 4
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ FL-9497 Triesenberg
England Principality of Liechtenstein
Istithmar PJSC World Leisure Group Limited
Emirates Towers, Level 47 c/o Trident Trust Company Limited
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇
PO Box 17000 Tortola, British Virgin Islands
Dubai, United Arab Emirates
Letter Agreement
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Ladies and Gentlemen:
Reference is made to (a) the Stock Purchase Agreement dated as
of July 15, 2004, between ▇▇▇▇▇▇▇ International Limited (the "Company") and
Istithmar PJSC ("Istithmar"), (b) the Stock Purchase Agreements dated as of July
15, 2004 (the "Secondary Purchase Agreements"), between certain selling
shareholders and Istithmar, (c) the Corporate Governance Agreement dated August
10, 2004 (the "Governance Agreement") between the Company and Istithmar (d) the
Registration Rights Agreement dated August 10, 2004 (the "Istithmar Registration
Rights Agreement"), between the Company and Istithmar and (e) the Registration
Rights and Governance Agreement dated as of July 3, 2001 (as in effect on the
date hereof, the "2001 Agreement"), among the Company, Caledonia Investments PLC
("Caledonia"), Cement Merchants SA ("CMS"), World Leisure Group Limited ("WLG")
and certain other parties. Capitalized terms used but not otherwise defined
herein shall have the meaning ascribed to such terms in the 2001 Agreement.
Pursuant to this letter agreement and in connection with the
foregoing, in exchange for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
(a) Istithmar shall, and if applicable, shall cause each of
its Controlled Affiliates to, (i) vote all Shares it Beneficially Owns at any
Shareholders Meeting or in any Written Consent with respect to such Shares, in
favor of any nominee to the Board of Directors of the Company designated by WLG,
Caledonia or CMS in accordance with Section 3.4 of the 2001 Agreement and (ii)
take all other actions reasonably requested by each of WLG, Caledonia and CMS to
cause each of their respective nominees to be appointed to the Board of
Directors of the Company in accordance with Section 3.4 of the 2001 Agreement
and to give effect to the provisions of this letter;
(b) Each of Caledonia, CMS and WLG shall, and in the case of
WLG, CMS and Caledonia, if applicable, shall cause each of its Controlled
Affiliates to, (i) vote all Shares it Beneficially Owns (including any Proxy
Shares) at any Shareholders Meeting or in any Written Consent with respect to
such Shares, in favor of any nominee to the Board of Directors of the Company
designated by Istithmar in accordance with Section 3.2 of the Governance
Agreement, and (ii) take all other actions reasonably requested by Istithmar to
cause such nominee to be appointed to the Board of Directors of the Company and
to give effect to the provisions of Article III of the Governance Agreement and
this letter;
(c) Caledonia agrees that the consummation of the purchase and
sale of Shares pursuant to the Secondary Purchase Agreement to which it is a
party shall constitute the sale of 1,300,000 "Caledonia Tag Shares" for purposes
of Section 5.3.2(b) of the 2001 Agreement;
(d) CMS agrees that the consummation of the purchase and sale
of Shares pursuant to the Secondary Purchase Agreement to which it is a party
shall constitute the sale of 200,000 "CMS Tag Shares" for purposes of Section
5.3.2(b) of the 2001 Agreement; and
(e) Each of the Company, Caledonia, CMS and WLG acknowledges
and agrees that the Purchaser is a "Permitted Transferee" and a "Holder" of the
Shares acquired pursuant to the Secondary Purchase Agreements and that such
Shares constitute "Registrable Securities" for purposes of the 2001 Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this letter
agreement to be duly executed by their respective authorized officers as of the
day and year first above written.
Very truly yours,
▇▇▇▇▇▇▇ INTERNATIONAL LIMITED,
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chief Executive Officer
Accepted and agreed to as of
the date first above written:
CALEDONIA INVESTMENTS PLC, CEMENT MERCHANTS SA,
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Chairman Title: Director
By /s/ Hans Preg
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Name: Hans Preg
Title: Director
ISTITHMAR PJSC, WORLD LEISURE GROUP LIMITED,
By /s/ Sultan A. Bin Sulayem By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: Sultan A. Bin Sulayem Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chairman Title: